EXHIBIT 4.1



 






4.1 Code of Ethics

for the Chief Executive Officer and Principal Financial Officers of Enel S.p.A.




     As the [specify position] of Enel S.p.A. (the “Company”), I acknowledge
that the Company is committed to honesty and ethical conduct in all areas of
its business and that officers with responsibility for the conduct or
supervision of the Company’s financial affairs play a special role in
preserving and protecting shareholders’ interests.



     In furtherance of the above and to the best of my ability, I will adhere
to the following principles and responsibilities:




	 	•	 	Act at all times with integrity, avoiding actual or apparent
conflicts of interest involving personal and professional
relationships;
	 
	 	•	 	Address any apparent conflict of interest involving personal
and professional relationships in accordance with the highest
ethical standards and promptly disclose to the Head of the Audit
Department of the Company the nature of any such conflict of
interest or any material transaction or relationship that reasonably
could be expected to give rise to such a conflict of interest;

	 
	 	•	 	Provide, in the Company’s reports filed with the U.S.
Securities and Exchange Commission (“SEC”) or the Commissione
Nazionale per le Società e la Borsa (“CONSOB”), and its other public
communications, disclosure that is full, fair, accurate, complete,
objective, timely and understandable;
	 
	 	•	 	Comply with rules and regulations of all Italian, U.S. and
other governmental entities as well as other private and public
regulatory agencies to which the Company is subject, including any
exchanges on which the Company’s securities may be listed;
	 
	 	•	 	Act at all times in good faith, responsibly, with due care,
competence and diligence, and without misrepresenting material facts
or circumstances;
	 
	 	•	 	Act objectively, without allowing my independent judgment to
be subordinated;
	 
	 	•	 	Respect the confidentiality of Company information, except
when authorized or otherwise required to make any disclosure, and
avoid the use of any Company information for personal advantage;
	 
	 	•	 	Share my knowledge and skills with others to improve the
Company’s communications to its constituents;
	 
	 	•	 	Promote ethical behavior among employees under my
supervision;
	 
	 	•	 	Achieve responsible use of and control over all assets and
resources of the Company entrusted to me;
	 
	 	•	 	Consult promptly with the Board of Directors should I violate
this Code of Ethics; and
	 
	 	•	 	Take full responsibility for any violation of this Code of
Ethics and submit myself to any disciplinary action that the Board
of Directors finds appropriate.





Acknowledgement




     I acknowledge that any request for a waiver of any standard in this Code
of Ethics may be granted only by the Internal Audit Committee (a special
committee established within the Board of Directors of the Company and made up
of non-executive and independent Directors, pursuant to the provisions of the
Self-Discipline Code for listed companies adopted by Borsa Italiana S.p.A.),
and that all waivers (explicit or implied) granted to executive officers and
directors will be disclosed to the Company’s shareholders and the U.S.
Securities and Exchange










 





Commission. I further acknowledge that the Company generally will not
grant such waivers and will do so only when good cause is shown for doing so. I
acknowledge that the Company will conduct periodic audits of compliance with
this Code of Ethics and that allegations of potential wrongdoing will be
investigated by the Audit Department and, if such allegations prove to be
grounded, will be reported to the Internal Audit Committee and to the relevant
authorities. I further acknowledge that knowingly false accusations of
misconduct will be subject to disciplinary action and that all employees are
required to cooperate fully with any internal or external investigation and to
maintain the confidentiality of any investigation and related documentation,
unless specifically authorized by the Audit Department to disclose such
information.



     Finally, I acknowledge that the consequences of my failure to adhere to
this Code of Ethics may result in disciplinary action, up to and including
termination for cause, and that any person who takes any action whatsoever in
retaliation against any employee who has in good faith raised any question or
concern about compliance with this Code will be subject to serious sanctions,
which may include termination for cause.



Date: Rome, _______________




	 	 	 
	 	By



	 
	 	       Name:
	 
	 	       Title: